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10-0901 Meredith Hannah ►0 0901 AGREEMENT THIS AGREEMENT is made and entered into this i day of September 2010,by and between the CITY OF ELGIN,an Illinois municipal corporation(hereinafter referred to as"CITY") and Meredith Hannah(hereinafter referred to as "CONSULTANT"). WHEREAS,the CITY desires to engage the CONSULTANT to furnish certain professional services as an Interim Communications Officer(hereinafter referred to as"SERVICES"); and WHEREAS,the CONSULTANT represents that she is in compliance with Illinois Statutes relating to professional registration of individuals and has the necessary expertise and experience to reasonably and competently furnish SERVICES upon the terms and conditions set forth herein below. NOW, THEREFORE, for and in consideration of the promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, it is hereby agreed by and between the CITY and the CONSULTANT that the CITY does hereby retain the CONSULTANT to perform SERVICES, subject to the following terms and conditions: 1. The above recitals are hereby incorporated into and made a part of this Agreement as if fully recited herein. 2. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the City Manager of the CITY, herein after referred to as the"MANAGER". B. Prepare and create the Weekly Report, prepare and distribute press releases, and other duties as assigned. C. A letter of engagement outlining office hours and other details regarding the duties to be performed by the CONSULTANT is attached hereto and made a part hereof as Attachment"A". 3. WORK PRODUCTS All work products prepared by the CONSULTANT pursuant hereto including, but not limited to, reports, press releases and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the MANAGER provided,however,that the CONSULTANT may retain copies of such work products for its records. Such work products are not intended or represented to be suitable for reuse by the CITY on any extension to the SERVICES or on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the CONSULTANT. 4. PAYMENTS TO THE CONSULTANT A. For services provided the CONSULTANT shall be paid at the rate of$45.00 per hour up to 224 hours based on a 16-hour work week over a 14-week period. A rate of $60.00 per hour is established for any hours worked in excess of the aforementioned 16-hour work week not to exceed 224 hours. The total fee for the SERVICES shall not exceed $19,990 regardless of the actual costs incurred or time spent by the CONSULTANT unless substantial modifications to the scope of the work are authorized in writing by the MANAGER. B. The CITY shall make periodic payments to the CONSULTANT based upon actual progress within thirty(30)days after receipt and approval of invoices. Said periodic payments to the CONSULTANT shall not exceed the amounts shown in the following schedule, and full payments for each task shall not be made until the task is completed and accepted by the MANAGER. 5. INVOICES A. The CONSULTANT shall submit invoices in a format approved by the CITY. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the CITY to inspect and audit all data and records of the CONSULTANT for work done under this Agreement. The CONSULTANT shall make these records available at reasonable times during the Agreement period, and for a year after termination of this Agreement. 6. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof,the CITY may terminate this Agreement at any time upon fifteen(15)days prior written notice to the CONSULTANT. In the event that this Agreement is so terminated, the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination; provided, however,that reimbursement shall not exceed the task amounts set forth under Paragraph 3 above, and shall be allowed and designated as "reimbursable" at MANAGER's sole discretion. 7. TERM This Agreement shall commence on August 17,2010,and terminate on November 19,2010, unless otherwise agreed to by the parties hereto in writing. - 2 - 8. NOTICE OF CLAIM If the CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY,the CONSULTANT shall give written notice of her claim within fifteen(15)days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the CONSULTANT's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the CONSULTANT. Regardless of the decision of the MANAGER relative to a claim submitted by the CONSULTANT,all work required under this Agreement as determined by the MANAGER shall proceed without interruption. 9. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement,such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party,by reason of any default, fails within fifteen(15)days after notice thereof by the other party to comply with the conditions of the Agreement,the other party may terminate this Agreement. Notwithstanding the foregoing,or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the CITY has agreed to pay to the CONSULTANT pursuant to paragraph 4 hereof, no action shall be commenced by the CONSULTANT against the CITY for monetary damages. 10. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT agrees to and shall indemnify, defend and hold harmless the CITY,its officers,employees,agents,boards and commissions from and against any and all claims, suits,judgments, costs, attorneys' fees, damages or other relief,including but not limited to workers compensation claims,in any way resulting from or arising out of negligent actions or omissions of the CONSULTANT in connection herewith, including negligent acts or omissions of employees or agents of the CONSULTANT. In the event of any action against the CITY, its officers, employees, agents,boards or commissions,covered by the foregoing duty to indemnify,defend and hold harmless such action shall be defended by legal counsel of the CITY's choosing. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 11. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. - 3 - 12. NONDISCRIMINATION No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex,race,color, creed,national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. 13. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 14. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect to each and every item,condition and other provision hereof to the same extent that the CONSULTANT would have been obligated if it had done the work itself and no assignment,delegation or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. 15. INDEPENDENT CONTRACTOR CONSULTANT shall be an independent contractor,and shall not be entitled to any benefits, remuneration, reimbursement or other consideration of whatsoever nature, except as specifically provided for herein. This Agreement shall not be construed so as to create a partnership or joint venture relationship between the parties hereto. The CITY shall not be entitled to direct CONSULTANT as to the means or methods of her performance of the SERVICES. 16. SEVERABILITY The terms and provisions of this Agreement shall be severable. In the event any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement,or any portion thereof, shall be held to be void or otherwise unenforceable for any reason,all other portions of this Agreement shall remain in full force and effect. 17. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe - 4 - the scope of intent of any provision of this Agreement,nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 18. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed,modified,discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. 19. APPLICABLE LAW This Agreement shall be deemed to have been made in,and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 20. NEWS RELEASES The CONSULTANT may not issue any news releases without prior approval from the MANAGER, nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the MANAGER prior to said documentation becoming matters of public record. 21. COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultant's working on behalf of, and any employees of, the CITY regarding any work associated with the SERVICES. 22. SEXUAL HARASSMENT CONSULTANT shall abide by the CITY's anti-harassment policy. 23. WRITTEN COMMUNICATIONS All recommendations and other communications by the CONSULTANT to the MANAGER and to other persons which may affect cost or time of completion, shall be made or confirmed in writing. The MANAGER may also require other recommendations and communications by the CONSULTANT be made or confirmed in writing. 24. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: - 5 - A. As to CITY: Sean R. Stegall City Manager City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to CONSULTANT: Meredith Hannah 543 Wing Lane St. Charles, IL 60174 IN WITNESS WHEREOF,the parties hereto have entered into and executed this agreement effective as of the date and year first written above. FOR THE CITY: FOR THE CONSULTANT: ByQ By: / • I 4 Cit anager Attest: City Clerk f:\legal dept\agreement\mah consulting agreement.doc - 6 - 1 • Attachment A Work Description: Provide SERVICES as Interim Communications Officer Start Date: August 17, 2010 End Date: November 19, 2010 Hours per Week: 16 hours Office Hours: Wednesday, 9-6(12-1 Lunch Break) Friday, 9-6 (12-1 Lunch Break) Rate: $45.00 per hour up to 224 hours $60.00 per hour 224 hours+ Benefits: No benefits will be provided Reports to: Rick Kozal, Assistant City Manager/Chief Operating Officer Duties: Prepare and create the Weekly Report(as attached) est. 8 hours per week Prepare and distribute press releases Other duties as assigned Special Projects: By mutual agreement between the parties, additional hours beyond those designated may be authorized for special projects as determined by the City Manager. Other Provisions: Meredith Hannah stipulates that she has no interest and will not be applying for the permanent position of Communications Officer. The City of Elgin shall not contact Ms. Hannah during off-hours and recognizes that her primary assignment is with the City of Batavia, IL. - 7 -